Rutland County Pro Business Coalition By-Laws

Name of the Organization

The name of the organization shall be THE RUTLAND COUNTY PRO BUSINESS COALITION (RCPBC). Its address shall be 50 Woodstock Ave Rutland, Vermont 05701 based solely in Rutland, Vermont. The Start-up date of the Organization is May 1, 2008.

Preamble

The purpose of the RCPBC shall be to further interest in promoting and protecting a competitive, free enterprise, and capitalistic business climate in Rutland County. It shall serve as an educational vehicle in acquainting the general public with the needs and values of business in the State of Vermont.

The Organization

The Organization assumes all responsibility for activities and contracts entered into with authorization of the Board of Directors and its Membership.

Membership

Application for membership will be made by application to the Organization for consideration along with any required dues or fees. Dues and fees are refundable if not accepted into membership. Membership shall be available in two categories. Full Membership is granted to those who Own, or have Executive decision making responsibilities in a privately owned, free enterprise, and capitalistic business. Associate Membership is granted to those that have an interest in promoting a competitive business climate in Rutland County and the state of Vermont or a wish to support the Organization’s efforts to promote such interests.

Applicants shall become Members or Associate Members if approved by a unanimous vote of the Board of Directors.

A sitting publicly elected official may not become a member and may be asked to suspend membership in the Organization if elected but not limited to School Board Member, Selectperson, Alderperson, Mayor, State Representative (Town, City, County, State), Senator, Treasurer, or any other elected office that may be defined by the Organization, for a period as long as he or she remains a publicly elected official.

Membership Type(s)

Members will abide by the Constitution and By-laws of the Organization upon validation of membership and may receive copies of such if requested.

Each Full Member shall have one vote, which may be cast in person. Each Associate Member will have ½ vote, which shall be cast in person. There shall be NO proxy votes.

Membership may be revoked by unanimous vote of the Board of Directors. Revocation of Membership may be appealed to the Board of Directors at a regular meeting or by a special meeting.

Dues and Fees

The Organization may require dues and fees to be paid by its membership for the maintenance of the Organization.

All dues and fees are to be held in trust for the benefit of such.

No pro-rated dues or fees shall be assessed unless approved by vote of the Board at a regular monthly meeting.

Organization Membership dues may be payable on the Fifteenth (15th) day of the first month (January) of each year to the Organization’s elected Treasurer.

Members NOT paying assessed dues and fees shall no longer be considered a member after being in arrears for 2 months and after mailed notification by the Organization’s Treasurer of such arrears.

The Board of Directors may waive dues and fees of the Membership.

There is no refund of dues or fees.

Privileges of The Organization’s Members

Voting: Only members who are age 18 years of age or older shall have the right to vote. No business or other entity shall have more than three voting representative members.

Elective Office: Only members who are 18 years of age or older may hold an elective office.

Appointed Office: Only members may be appointed to an Office in the Organizations and they must be 18 years of age or older.

Keys: Only active members 18 years of age or older shall hold keys to the Organization’s building or meeting place or related areas. The word “key” shall be interpreted to mean any key, combination, or other means to gain access to the building(s), meetinghouse, or related area(s).

Members and Officers upon termination of membership shall return key(s), records, monies, and any other related items to the President or person(s) as designated.

Membership Meetings

There shall be one (1) Annual Membership meeting held during the last three (3) months of the year and warned by mail or e-mail as to the exact date, time, and location. Such notification shall be posted to the members’ address of record.

Special membership meeting may be called by a petition of at least 20% of the membership and presented to the Board of Directors one month prior to the desired meeting.

All members shall be warned of such meeting, as outlined in the section above. Such notice shall include the purpose of the Special Meeting.

There may be regular monthly meetings to conduct business of the Organization. Meetings may be private and closed to non-members.

The order of business shall be conducted by the use of Robert’s Rules of Order.

Officers, Board of Directors and Duties

The management of the Organization is vested in the Board of Directors. The Board of Directors shall hold in trust for the membership all properties, monies, and related items of the Organization. The Board of Directors shall authorize all expenditures of the Organization.

The Board of Directors shall consist of The Organization’s President, Vice President, Secretary, and Treasurer, and appointed or elected Directors as needed.

The Board of Directors shall consist of not less then three (3) and not more than eleven (11) including the offices of President, Vice President, Secretary, and Treasurer.

The Board of Directors shall make an account in writing to the membership of monies, income, and disbursements and other related activities of the past year at the Annual meeting.

The duties of the Officers shall be those usually associated with their offices.

The President shall preside at all regular meetings. The Vice President may conduct in his/her absence. Committee Chairperson may be appointed to conduct the business of a committee. Committee Chairpersons shall report their findings and conclusions directly to the Board of Directors.

The President or acting President shall not vote on issues of business except to break a tie.

The Treasurer shall comply with all required fillings on behalf of the Organization and make account of such duties in writing at the Annual Organization’s meeting and more often if requested by vote.

The Secretary shall comply with all required filings on behalf of the Organization and make an account in writing to the Membership at the Annual meeting.

The Secretary will also maintain membership records and correspondence.

Membership on the Board of Directors must be consistent with all requirements of membership and rules. A Board vacancy is when a Board Member resigns or fails to maintain membership requirements. Only Full Members are eligible to be on The Board of Directors.

Sitting Board Members will interview interested Board Applicants and appoint new Members to the Board of Directors as needed.

Publications(s)

The Organization may publish, post or distribute a newsletter. The Organization may have a website. The Board of Directors shall appoint its Editor for a period of one (1) year and may request the sustaining approval of the membership.

All public use of the Organization’s name Rutland County Pro Business Coalition (RCPBC) whether in print, by activity, or by other means shall not be used without consent of the Board of Directors.

Monies

The Board of Directors and Treasurers shall account for monies and an accounting there of may be requested.

Records

The Organization shall keep Archives concerning the Organization and its activities.

Amendments

Amendments may be made to this Constitution at the Annual Meeting or at a Special Membership Meeting called for that purpose.

It shall be made in writing to the Board of Directors at least One (1) month prior to the Annual Membership meeting or Regular Monthly meeting for consideration by the Membership and the Board must vote in favor of presenting the Amendment to the membership.

End

Date Adopted: May 1, 2008